AMENDMENT NO. 1 TO THE CREDIT AGREEMENT Dated as of January 20, 2006

EXHIBIT 10.1

EXECUTION COPY

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

		Dated as of January 20, 2006

          AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Del Monte Corporation, a Delaware corporation (the “Borrower”), Del Monte Foods Company, a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The Borrower, Holdings, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Morgan Stanley Senior Funding, Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., Harris Trust and Savings Bank and Suntrust Bank, as Co-Document Agents have entered into a Credit Agreement dated as of February 8, 2005 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

          (2) The Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

          SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

     (a) Section 1.01 is amended to add the following definitions in the appropriate alphabetical position:

     “Major Disposition” has the meaning specified in Section 2.05(b).

     “Approved Bank” has the meaning specified in the definition of “Cash Equivalents”.

     (b) Section 1.01 is further amended to substitute for the definition of “Cash Equivalents” set forth therein the following:

     “ “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries: (a) obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than three years from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (b) deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or an

Affiliate of a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, or under the laws of a foreign country (or political subdivision thereof) in which a Subsidiary making such deposits operates its business and (ii) (A) has combined capital and surplus of at least $250,000,000, (B) whose senior unsecured debt is rated at least A-1 by S&P and at least P-1 by Moody’s; or (C) has a short-term commercial paper rating (at the time of acquisition of such security) by S&P of at least “A-1” or the equivalent thereof (each commercial bank referred to in this clause (b), being an “Approved Bank”); (c) deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or certificates of deposit or bankers’ acceptances of any commercial bank that is organized under the laws of a foreign country but is not an Approved Bank to the extent deposits with such foreign bank do not exceed $1,000,000 outstanding at any time and the aggregate amount of all deposits made pursuant to this clause (c) does not exceed $5,000,000 outstanding at any time; (d) commercial paper and variable or fixed rate notes issued by any Approved Bank or by the parent company of any Approved Bank, (e) commercial paper and variable rate notes issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating (at the time of acquisition of such security) of at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the equivalent thereof by Moody’s, or issued by, or guaranteed by any industrial company with a long-term unsecured debt rating (at the time of acquisition of such security) of at least “AA” or the equivalent thereof by S&P or at least “Aa” or the equivalent thereof by Moody’s and in each case maturing within one year after the date of acquisition; (f) commercial paper in an aggregate amount of no more than $2,000,000 per issuer and not more than $10,000,000 in the aggregate outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, in each case with maturities of not more than 180 days from the date of acquisition thereof; (g) repurchase obligations of any Approved Bank, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (h) repurchase agreements with any Lender or any primary dealer maturing within one year from the date of acquisition that are fully collateralized by investment instruments that would otherwise be Cash Equivalents; provided that the terms of such repurchase agreements comply with the guidelines set forth in the “Federal Financial Institutions Examination Council Supervisory Policy — Repurchase Agreements of Depository Institutions With Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985”; (h) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory , political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (i) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank; (j) obligations of other Persons with maturities of two years or less from the date of acquisition, rated at least AA by S&P and Aa2 by Moody’s; and (k) shares

 

of money market mutual or similar funds which invest at least 95% of their assets in securities or other investments satisfying the requirements of clauses (a) through (j) of this definition.”

     (c) Section 2.03(i) is amended by substituting for the phrase “first Business Day after the end of each January, April, July and October” where it appears therein the phrase “last Business Day of each January, April, July and October”.

     (d) Clause (b)(i) of Section 2.05 is amended to read in full as follows:

(i) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a) through (i) and (l) and (m)) which in the aggregate results in the realization by Holdings or such Subsidiary of Net Cash Proceeds (determined as of the date of consummation of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary, but with the amount of any such Net Cash Proceeds attributable to any time period after the consummation of such Disposition to be determined by an estimate made in good faith by a Responsible Officer), in excess of the lesser of $15,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the New Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared, in any fiscal year, then:

(A) with respect to any such Disposition that is consummated on or prior to July 30, 2006 and results in the realization by Holdings or such Subsidiary of Net Cash Proceeds (determined as of the date of consummation of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary, but with the amount of any such Net Cash Proceeds attributable to any time period after the consummation of such Disposition with respect to such Disposition to be determined by an estimate made in good faith by a Responsible Officer) in excess of $50,000,000 (such Disposition as described in this Section 2.05(b)(i)(A), a “Major Disposition”), the Borrower shall prepay substantially contemporaneously with the consummation of such Major Disposition pursuant to this Section 2.05(b)(i)(A) an aggregate principal amount of Loans equal to 20% of the Net Cash Proceeds received by Holdings or its Subsidiaries upon the consummation of such Major Disposition; provided that (x) any Net Cash Proceeds remaining after the prepayments required to be made pursuant to the foregoing may be used at the discretion of Holdings or the applicable Subsidiary for general corporate purposes not in contravention of any Law or Loan Document (including, without limitation, the making of any Restricted Payment not in contravention of Section 7.06 hereof) and (y) in the case of any Major Disposition permitted by Section 7.05(k), (I) any such prepayment only shall be required to be made within 180 days of the date of the Disposition, and (II) the amount required to be prepaid

pursuant to this Section 2.05(b)(i)(A) with respect to such Disposition permitted by Section 7.05(k) shall be 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom;

(B) with respect to any such Disposition that does not qualify as a Major Disposition, the Borrower shall prepay, within 180 days of the date of such Disposition, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to such date (or, in the case of a Disposition permitted by Section 7.05(k), 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)(B) (other than Dispositions pursuant to Section 7.05(k)), at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i)(B), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05(b)(i)(B);

     (e) Clause (j)(ii) of Section 7.05 is amended in full to read as follows:

“(ii)(A) during the time period beginning October 31, 2005 to and including July 30, 2006, the EBITDA for the Measurement Period immediately preceding the consummation of such Disposition attributable to any property Disposed of in reliance on this Section 7.05(j) shall not exceed, with respect to one or more Dispositions made during such time period in reliance on this Section 7.05(j), 15% of EBITDA of Holdings for the Measurement Period ending on May 1, 2005 (with the EBITDA for each such Disposition being determined by the EBITDA attributable to the applicable property for the Measurement Period immediately preceding the consummation of such Disposition) and (B) from and after July 31, 2006, the aggregate fair market value of all property Disposed of on or after such date in reliance on this Section 7.05(j) shall not exceed $100,000,000; provided, that for purposes of this clause (B), the determination of the fair market value of property Disposed of with respect to any Disposition shall be as determined in good faith by a Responsible Officer as of the date of execution of a definitive agreement for such Disposition (whether or not such Disposition is subject to the satisfaction of any conditions), or, if no such agreement is executed with respect to such Disposition, the date of consummation thereof; and”.

     (f) Clause (e) of Section 7.06 is amended in full to read as follows:

“so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may pay dividends to Holdings in an aggregate amount not to exceed (i) prior to October 31, 2005, in an aggregate amount not to exceed the sum of (A) $125,000,000 plus (B) 50% of Consolidated Net Income of Holdings determined on a cumulative basis from the beginning of fiscal year 2005 and (ii) on and after October 31, 2005, in an aggregate amount not to exceed the sum of (A) $195,000,000 plus (B) 50% of Consolidated Net Income of Holdings determined on a cumulative basis from October 31, 2005 plus (C) at such time as no more than $25,000,000 in principal amount of Existing Subordinated Notes remains outstanding, $110,000,000; provided that notwithstanding the foregoing, no dividend payment shall be permitted hereunder if the making of such dividend payment would at the time of such payment violate Section 4.10 of the Existing Subordinated Note Indenture or Section 4.10 of the New Subordinated Note Indenture:”.

     (g) Clause (g) of Section 7.06 is amended to substitute the words “Section 7.02(m)” for the existing language “Section 7.02(n)” in the fourth line thereof.

     (h) Section 7.10(a) is amended in full to read as follows:

“(a) Total Debt Ratio. Permit the Total Debt Ratio for any Measurement Period set forth below to be greater than the ratio set forth below opposite such period:

Four Fiscal Quarters Ending		Maximum Total Debt Ratio
Closing Date through January 28, 2007		3.75:1.00
April 29, 2007 through February 1, 2009		3.50:1.00
May 3, 2009 and each fiscal quarter thereafter		3.25:1.00 ”.

          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the consent attached hereto executed by each Guarantor. This Amendment is subject to the provisions of Section 11.01 of the Credit Agreement.

          SECTION 3. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

          (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

          SECTION 4. Costs and Expenses The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Credit Agreement.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		DEL MONTE CORPORATION
		By		/s/ Thomas E. Gibbons
				Name: Thomas E. Gibbons
				Title: Senior Vice President and Treasurer
		DEL MONTE FOODS COMPANY
		By		/s/ Thomas E. Gibbons
				Name: Thomas E. Gibbons
				Title: Senior Vice President and Treasurer

		Bank of America, N.A., as Administrative Agent and
		as Lender
		By:		/s/ William F. Sweeney
				Name: William F. Sweeney
				Title: Senior Vice President
		PPM America, Inc., as Attorney-in-fact, on behalf of
		Jackson National Life Insurance Company
		By:		/s/ Chris Kappas
				Name: Chris Kappas
				Title: Managing Director
		PPM America, Inc., as Collateral Manager, on behalf
		of Tuscany CDO, Limited
		By:		/s/ Chris Kappas
				Name: Chris Kappas
				Title: Managing Director
		ING Capital LLC, as Lender
		By:		/s/ Marcy S. Lyons
				Name: Marcy S. Lyons
				Title: Director

		CoBank, ACB, as Lender
		By:		/s/ Lori L. O’Flaherty
				Name: Lori L. O’Flaherty
				Title: Senior Vice President
		Union Bank of California, N.A., as Lender
		By:		/s/ David Jackson
				Name: David Jackson
				Title: Vice President
		The Bank of New York, as Lender
		By:		/s/ Elizabeth T. Ying
				Name: Elizabeth T. Ying
				Title: Vice President
		Babson Capital Management LLC, as Collateral
		Manager, on behalf of Massachusetts Mutual Life
		Insurance Company, as Lender
		By:		/s/ David P. Wells
				Name: David P. Wells, CFA
				Title: Managing Director

Del Monte Amendment No.1

		Babson Capital Management LLC, as Collateral
		Manager, on behalf of Babson CLO Ltd. 2004-II,
		as Lender
		By:		/s/ David P. Wells
				Name: David P. Wells, CFA
				Title: Managing Director
		BNP Paribas, as Lender
		By:		/s/ Katherine Wolfe
				Name: Katherine Wolfe
				Title: Director
		By:		/s/ Jamie Dillon
				Name: Jamie Dillon
				Title: Managing Director
		INVESCO Senior Secured Management, Inc., as
		Asset Manager, on behalf of Avalon Capital Ltd. 3,
		as Lender
		By:		/s/ Joseph Rotondo
				Name: Joseph Rotondo
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Investment Advisor, on behalf of Charter View
		Portfolio, as Lender
		By:		/s/ Joseph Rotondo
				Name: Joseph Rotondo
				Title: Authorized Signatory

Del Monte Amendment No.1

		INVESCO Senior Secured Management, Inc., as
		Investment Adviser, on behalf of Diversified Credit
		Portfolio, Ltd., as Lender
		By:		/s/ Joseph Rotondo
				Name: Joseph Rotondo
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Sub-Adviser, on behalf of AIM Floating Rate Fund,
		as Lender
		By:		/s/ Joseph Rotondo
				Name: Joseph Rotondo
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Asset Manager, on behalf of Saratoga CLO I,
		Limited, as Lender
		By:		/s/ Joseph Rotondo
				Name: Joseph Rotondo
				Title: Authorized Signatory
		Boston Management and Research, as Investment
		Advisor, on behalf of Senior Debt Portfolio, as
		Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President

Del Monte Amendment No.1

		Eaton Vance Management, as Investment Advisor,
		on behalf of Eaton Vance Senior Income Trust, as
		Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Advisor,
		on behalf of Eaton Vance Institutional Senior Loan
		Fund, as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Advisor,
		on behalf of Eaton Vance CDO III, Ltd., as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Advisor,
		on behalf of Costantinus Eaton Vance CDO V, Ltd.,
		as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President

Del Monte Amendment No.1

		Eaton Vance Management, as Investment Advisor,
		on behalf of Eaton Vance CDO VI, Ltd., as Lender
		By:      /s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Boston Management and Research, as Investment
		Advisor, on behalf of Grayson & Co., as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Attorney-in-fact,
		through State Street Bank and Trust Company N.A.
		as Fiduciary Custodian, on behalf of The
		Norinchukin Bank, New York Branch, as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Adviser,
		on behalf of Eaton Vance Limited Duration Income
		Fund, as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Adviser,
		on behalf of Tolli & Co., as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President

Del Monte Amendment No.1

		Eaton Vance Management, as Investment Adviser,
		on behalf of Eaton Vance Senior Floating-Rate
		Trust, as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		Eaton Vance Management, as Investment Adviser,
		on behalf of Eaton Vance Floating-Rate Income
		Trust, as Lender
		By:		/s/ Michael B. Botthof
				Name: Michael B. Botthof
				Title: Vice President
		National City Bank, as Lender
		By:		/s/ Kenneth M. Blackwell
				Name: Kenneth M. Blackwell
				Title: Vice President
		Wells Fargo Bank, N.A., as Lender
		By:		/s/ Margarita Chichioco
				Name: Margarita Chichioco
				Title: Vice President
		UBS AG, Stamford Branch, as Lender
		By:		/s/ Irja R. Otsa
				Name: Irja R. Otsa
				Title: Associate Director, Banking Products           Services, US
		By:		/s/ Louis Pistecchia
				Name: Louis Pistecchia
				Title: Director, Banking Products Services, US

Del Monte Amendment No.1

		Harris N.A., as successor by merger to Harris Trust
		and Savings Bank, as Lender
		By:		/s/ Nancy Miller
				Name: Nancy Miller
				Title: Vice President
		Bayerische Landesbank, New York Branch, as Lender
		By:		/s/ Edward Cripps
				Name: Edward Cripps
				Title: Vice President
		By:		/s/ Stuart Schulman
				Name: Stuart Schulman
				Title: Senior Vice President
		Commerzbank AG, New York and Grand Cayman
		Branches, as Lender
		By:		/s/ Karla Wirth
				Name: Karla Wirth
				Title: AVP
		By:		/s/ Yangling J. Si
				Name: Yangling J. Si
				Title: AVP
		Wachovia Bank, National Association, as Lender
		By:		/s/ Beth Rue
				Name: Beth Rue
				Title: Assistant Vice President

Del Monte Amendment No.1

		1st Farm Credit Services, PCA, as Lender
		By:		/s/ Dale A. Richardson
				Name: Dale A. Richardson
				Title: VP, Capital Markets Group
		People’s Bank, as Lender
		By:		/s/ George F. Paik
				Name: George F. Paik
				Title: Vice President
		Farm Credit West, PCA, as Lender
		By:		/s/ Ben Madonna
				Name: Ben Madonna
				Title: Asst. Vice President
		JPMorgan Chase Bank, N.A., as Lender
		By:		/s/ William P. Rindfuss
				Name: William P. Rindfuss
				Title: Vice President
		HSBC Bank USA, National Association, as Lender
		By:		/s/ Robert P. Reynolds
				Name: Robert P. Reynolds
				Title: VP & Sr. Relationship Manager

Del Monte Amendment No.1

		Farm Credit Services of Minnesota Valley, PCA,
		d/b/a FCS Commercial Finance Group, as Lender
		By:		/s/ Lisa Caswell
				Name: Lisa Caswell
				Title: Commercial Loan Officer
		SunTrust Bank, as Lender
		By:		/s/ Samuel M. Jannetta
				Name: Samuel M. Jannetta
				Title: Vice President
		Morgan Stanley Senior Funding, Inc., as Lender
		By:		/s/ Lisa Malone
				Name: Lisa Malone
				Title: Vice President
		Firstrust Bank, as Lender
		By:		/s/ Kent D. Nelson
				Name: Kent D. Nelson
				Title: Senior Vice President

Del Monte Amendment No.1

		RZB Finance LLC, as Lender
		By:		/s/ John A. Valiska
				Name: John A. Valiska
				Title: First Vice President
		By:		/s/ Astrid Wilke
				Name: Astrid Wilke
				Title: Vice President
		Farm Credit Services of Mid-America, PCA, as Lender
		By:		/s/ Ralph M. Bowman
				Name: Ralph M. Bowman
				Title: Vice President
		Farm Credit Services of Missouri, PCA, as Lender
		By:		/s/ Sean Unterreines
				Name: Sean Unterreines
				Title: Capital Markets Officer
		Sovereign Bank, as Lender
		By:		/s/ Elisabet C. Hayes
				Name: Elisabet C. Hayes
				Title: Vice President
		Bank of Hawaii, as Lender
		By:		/s/ James Karnowski
				Name: James Karnowski
				Title: Vice President

Del Monte Amendment No.1

		Northwest Farm Credit Services, PCA, as Lender
		By:		/s/ Casey Kinzer
				Name: Casey Kinzer
				Title: Senior Credit Officer
		Comerica West Inc., as Lender
		By:		/s/ Don R. Carruth
				Name: Don R. Carruth
				Title: Corporate Banking Officer
		American AgCredit, PCA, as Lender
		By:		/s/ Gary Van Schuyver
				Name: Gary Van Schuyver
				Title: Vice President
		Branch Banking and Trust Company, as Lender
		By:		/s/ Roberts A. Bass
				Name: Roberts A. Bass
				Title: Senior Vice President
		PNC Bank, National Association, as Lender
		By:		/s/ Luke McElhinny
				Name: Luke McElhinny
				Title: Vice President

Del Monte Amendment No.1

		Farm Credit Bank of Texas, as Lender
		By:		/s/ Luis Requejo
				Name: Luis Requejo
				Title: Vice President
		Oak Brook Bank, as Lender
		By:		/s/ Henry Wessel
				Name: Henry Wessel
				Title: VP
		GreenStone Farm Credit Services, ACA/FLCA, as Lender
		By:		/s/ Ben Mahlich
				Name: Ben Mahlich
				Title: AVP-Lending Officer
		Mizuho Corporate Bank, Ltd., as Lender
		By:		/s/ Robert Gallagher
				Name: Robert Gallagher
				Title: Senior Vice President
		AgFirst Farm Credit Bank, as Lender
		By:		/s/ Felicia Morant
				Name: Felicia Morant
				Title: Vice President

Del Monte Amendment No.1

		Protective Life Insurance Company, as Lender
		By:		/s/ Lance P. Black
				Name: Lance P. Black
				Title: Vice President
		Dresdner Bank AG, New York and Grand Cayman
		Branches, as Lender
		By:		/s/ Brian M. Smith
				Name: Brian M. Smith
				Title: Managing Director
		By:		/s/ Thomas R. Brady
				Name: Thomas R. Brady
				Title: Director
		U.S. Bank National Association, as Lender
		By:		/s/ Alan Schuler
				Name: Alan Schuler
				Title: Senior Vice President
		Erste Bank, as Lender
		By:		/s/ Paul Judicke
				Name: Paul Judicke
				Title: Director, New York Branch
		By:		/s/ Brandon A. Meyerson
				Name: Brandon A. Meyerson
				Title: Vice President, New York Branch

Del Monte Amendment No.1

		Farm Credit Services of America, PCA, as Lender
		By:		/s/ Curt Brown
				Name: Curt Brown
				Title: Vice President
		U.S. AgBank, FCB, as Lender
		By:		/s/ Greg Somerhalder
				Name: Greg Somerhalder
				Title: Vice President
		Guaranty Bank, as Lender
		By:		/s/ Michael Ansolabehere
				Name: Michael Ansolabehere
				Title: Vice President
		Cooperatieve Centrale Raiffeisen-Boerenleenbank
		B.A. “Rabobank International” New York Branch, as
		Lender
		By:		/s/ Jessalyn Peters
				Name: Jessalyn Peters
				Title: Managing Director
		By:		/s/ Rebecca O. Morrow
				Name: Rebecca O. Morrow
				Title: Executive Director

Del Monte Amendment No.1

		General Electric Capital Corporation, as Lender
		By:		/s/ Dwayne L. Coker
				Name: Dwayne L. Coker
				Title: Duly Authorized Signatory

Del Monte Amendment No.1

CONSENT

		Dated as of January 20, 2006

          Each of the undersigned, (a) as Guarantor under (i) in the case of each of the undersigned other than Del Monte Food Company (“Holdings”), the Subsidiary Guaranty dated February 8, 2005 (the “Subsidiary Guaranty”) and (i) in the case of Holdings, the Guaranty made by Holdings under Article X of the Credit Agreement (as defined below) (the “DMFC Guaranty”), in each case, in favor of the Secured Parties referred to in the Credit Agreement referred to in the foregoing Amendment (the “Credit Agreement”) and (b) as Grantor under the Security Agreement dated February 8, 2005 (as amended through the date hereof, the “Security Agreement”) to Bank of America, N.A. as Collateral Agent for such Secured Parties, hereby consents to such Amendment and hereby confirms and agrees that (A) notwithstanding the effectiveness of such Amendment, each of (1) in the case of each of the undersigned other than Holdings, the Subsidiary Guaranty and (2) in the case of Holdings, the DMFC Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Subsidiary Guaranty, the DMFC Guaranty or the Security Agreement to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment and (B) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

		DEL MONTE FOODS COMPANY
		By:		/s/ Thomas E. Gibbons
		Name:		Thomas E. Gibbons
		Title:		Senior Vice President and Treasurer
		STAR-KIST SAMOA, INC.
		By:		/s/ Thomas E. Gibbons
		Name:		Thomas E. Gibbons
		Title:		Vice President, Chief Financial Officer and
				Treasurer

Del Monte Amendment No.1

		MARINE TRADING PACIFIC, INC.
		By:		/s/ Thomas E. Gibbons
		Name:		Thomas E. Gibbons
		Title:		Vice President, Chief Financial Officer and
				Treasurer
		STAR-KIST MAURITIUS, INC.
		By:		/s/ Thomas E. Gibbons
		Name:		Thomas E. Gibbons
		Title:		Vice President, Chief Financial Officer and
				Treasurer.

Del Monte Amendment No.1